SEC Form 4 · accession 0000909143-16-000103
Braemar Hotels & Resorts Inc. · BHR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Robison Hays III
Officer — Chief Strategy Officer
Period of report
Oct 13, 2016
Accepted (ET)
Oct 17, 2016 · 8:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574085
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 8,098 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1,F5 | $0.00 | Oct 13, 2016 | A | 28,329 | A | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 28,329 | 28,329 | D |
| Performance LTIP UnitsF2,F6 | $0.00 | holding | — | — | — | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 54,768 | 54,768 | D |
| LTIP UnitsF3,F9,F8,F11,F7 | $0.00 | holding | — | — | — | — | — | Common Stock | 32,786 | 32,786 | D |
| Common Partnership UnitsF4,F10,F11,F7 | $0.00 | holding | — | — | — | Jul 27, 2016 | — | Common Stock | 33,251 | 33,251 | D |
Explanation of responses
- F1Performance Stock Units granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan. Each Performance Stock Unit ("Performance Stock Unit") award represents the right, upon achievement of certain specified performance-based vesting criteria prior to the end of a specified performance period, to receive one (1) share of the Issuer's common stock.
- F10Aggregate Common Partnership Units currently beneficially owned by the Reporting Person, some of which may have been converted from LTIP Units by the Reporting Person.
- F11Neither the Common Partnership Units nor vested LTIP Units (including any LTIP Units awarded upon achievement of the specified performance criteria relating to vested Performance LTIP Units) have an expiration date.
- F2Performance LTIP units previously granted to the Reporting Person under the Issuer's 2013 Equity Incentive Plan. Each performance LTIP unit ("Performance LTIP Unit") award represents the right to receive one (1) LTIP Unit (as defined below) subject to performance-based vesting criteria at the end of a specified performance period.
- F3Special long-term incentive partnership units ("LTIP Units") in Ashford Hospitality Prime Limited Partnership, the Issuer's operating subsidiary ("Subsidiary").
- F4Common limited partnership units ("Common Partnership Units") in the Subsidiary. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
- F5Represents the target share amount that may be issued pursuant to such award of Performance Stock Units. The actual number of shares of common stock to be issued upon vesting can range from 0% to 200% of the number of Performance Stock Units awarded, based on achievement of a specified relative total stockholder return, as determined by the compensation committee of the Board of Directors of the Issuer. Assuming continued service through the vesting date and achievement of the specified performance-based vesting criteria prior to the end of the specified performance period, the Performance Stock Units, as adjusted, will generally vest on December 31, 2018.
- F6Represents the maximum number of LTIP Units that may be issued pursuant to an award of Performance LTIP Units, which is 200% of the target number of LTIP Units for such award. The actual number of Performance LTIP Units for such award that vests can range from 0% to 200% of the target number of Performance LTIP Units, based on achievement of a specified relative total stockholder return, as determined by the Compensation Committee of the Board of Directors of the Issuer. Assuming continued service through the vesting date and achievement of the specified relative total stockholder return, the Performance LTIP Units, as adjusted, will generally vest on December 31, 2017.
- F7Vested LTIP Units, upon achieving parity with the Common Partnership Units, are convertible into Common Partnership Units at the option of the Reporting Person. Common Partnership Units are redeemable for cash or, at the option of the Issuer, convertible into shares of the Issuer's common stock on a 1-for-1 basis.
- F8The LTIP Units reported herein vest and are convertible in three equal installments over a three-year term from the date of the award.
- F9Includes LTIP Units previously granted to, and reported by, the Reporting Person having different grant and vesting dates, some of which (i) may have achieved parity with the Common Partnership Units, (ii) have not yet achieved parity with the Common Partnership Units, (iii) are currently vested, or (iv) have not yet vested. Such LTIP Units have been combined herein for reporting purposes.